SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 15, 2000
Newmont Mining Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-1153 13-2526632
- ---------------------------- -------------------- ------------------
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification Number)
1700 Lincoln Street, Denver, Colorado 80203
- --------------------------------------------------------------------------------
(Address of principal executive offices) (zip code)
(303) 863-7414
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
ITEM 5. OTHER EVENTS.
For purposes of this Registration Statement, the "Corporation" shall mean
the surviving company pursuant to the merger (the "Merger"), effective as of May
15, 2000, 5:00 pm Eastern Daylight Savings Time (the "Effective Time"), of
Newmont Mining Corporation ("Newmont Mining") with and into its wholly-owned
subsidiary, Newmont Gold Company ("Newmont Gold"), whereby Newmont Gold became
the surviving company and pursuant to the Merger changed its name to "Newmont
Mining Corporation".
On May 4, 2000, the shareholders of Newmont Mining approved the Merger
pursuant to which the holding company structure between Newmont Mining and
Newmont Gold would be eliminated.
As of the Effective Time, the Corporation's certificate of incorporation
and bylaws are substantially identical to Newmont Mining's certificate of
incorporation and bylaws. The Corporation had the same directors as Newmont
Mining at the time of the Merger, as well as the same officers as Newmont Gold
had prior to the Merger, which includes all the officers of Newmont Mining at
the time of the Merger. The Corporation also assumed all of Newmont Mining's
benefit plans for employees and directors and each outstanding Newmont Mining
stock option was converted into an identical option for the Corporation's stock.
Pursuant to the Merger, Newmont Mining's shareholders automatically
received one share of the Corporation's common stock (the "Common Stock") for
each share of Newmont Mining common stock, along with the associated rights
attaching pursuant to the Stockholders' Rights Plan which the Corporation is a
successor to. There was no need to exchange share certificates because the
conversion was automatic. The Corporation's Common Stock and associated rights
have the same rights and privileges as the Newmont Mining common stock.
The Common Stock and associated rights of the Corporation are deemed to be
registered under Section 12(b) of the Exchange Act by operation of Rule
12g-3(a).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
By:/s/ T.J. Schmitt
---------------------------------------
Name: T.J. Schmitt
Title: Vice President & Secretary
Dated: May 16, 2000
